Common use of Lock-up Period; Lock-up Letters Clause in Contracts

Lock-up Period; Lock-up Letters. For a period of 60 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into, or exchangeable for Common Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards pursuant to the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A-1 and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstanding, or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representatives; provided, however, that the foregoing restrictions do not apply to: the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated by this Agreement; provided, that the Western Gas Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder. Each person listed on Exhibit A-1, including each executive officer of the General Partner, shall furnish to the Underwriters, prior to or on the date of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto.

Lock-up Period; Lock-up Letters. For a period of 60 45 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into, or exchangeable for Common Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards options pursuant to option plans existing on the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A-1 and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstandingdate hereof), or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representatives; provided, however, that the foregoing restrictions do not apply to: (A) the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated by this Agreement, (B) the issuance and sale of Common Units, phantom units, restricted units and options by the Partnership to employees and directors of EPCO and its affiliates under the EPCO Employee Unit Purchase Plan, the Enterprise Products 1998 Long-Term Incentive Plan, the Enterprise Products 2008 Long-Term Incentive Plan and the Enterprise Products GP, LLC 1999 Long-Term Incentive Plan, including sales pursuant to “cashless-broker” exercises of options to purchase Common Units in accordance with such plans as consideration for the exercise price and withholding taxes applicable to such exercises, (C) the issuance and sale of Common Units issued pursuant to the Partnership’s DRIP or (D) the filing of a “universal” shelf registration statement on Form S-3, including both debt and equity securities, and any amendments thereto, which registration statement may also include Common Units of selling unitholders; provided, that (1) the Western Gas Enterprise Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i5(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder, (2) such registration statement and amendments if so filed shall contain only a generic and undetermined plan of distribution with respect to such securities during the Lock-Up Period, and (3) any selling unitholders registering Common Units under such registration statement shall agree in writing to be subject to the lock-up provisions set forth in the form of letter attached as Exhibit C hereto. Each person listed on Exhibit A-1Schedule IV, including each executive officer and director of the General Partner, shall furnish to the Underwriters, prior to or on the date of this Agreement, a letter or letters, substantially in the form of Exhibit A C hereto.

Lock-up Period; Lock-up Letters. For a period of 60 180 days from the date of the Prospectus (the “Lock-Up Period”)this Prospectus, not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into, or exchangeable for Common UnitsUnits (other than Units issued pursuant to employee benefits plans, qualified unit option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards options pursuant to option plans existing on the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A-1 and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstandingdate hereof), or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks rights of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Xxxxxx Brothers Inc. on behalf of the RepresentativesUnderwriters; provided, however, that the foregoing restrictions do not apply to: (A) the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated hereby, (B) Common Units to be issued by this Agreement; providedthe Partnership to non-employee directors as described in the Prospectus or restricted units, that phantom units and options issued under the Western Gas Parties shall otherwise remain subject Long-Term Incentive Plan of the Partnership, and (C) up to 1,500,000 Common Units to be issued by the Partnership in connection with acquisitions provided that, (1) such issuance is made pursuant to Section 5.7(b) of the Partnership Agreement and (2) the recipients of such Common Units agree in writing to be bound by the foregoing restrictions set forth in of this Section 4(i5(h) with respect to any Common Units by executing a letter or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunderletters substantially in the form of Exhibit D hereto. Each person listed on Exhibit A-1, including of LP Corp. and KRC and each executive officer and director of the General Partner, Partner shall furnish to the UnderwritersRepresentatives, prior to or on the date of this AgreementFirst Delivery Date, a letter or letters, substantially in the form of Exhibit A D hereto, pursuant to which each such person shall agree not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Units (including Directed Units, if any) or securities convertible into or exchangeable for Common Units or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units (including Directed Units, if any), whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of Xxxxxx Brothers Inc. on behalf of the Underwriters.

Lock-up Period; Lock-up Letters. For a period of 60 45 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into, or exchangeable for Common Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards options pursuant to option plans existing on the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A-1 and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstandingdate hereof), or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representatives; provided, however, that the foregoing restrictions do not apply to: (A) the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated by this Agreement, (B) the issuance and sale of Common Units, phantom units, restricted units and options by the Partnership to employees and directors of EPCO and its affiliates under the EPCO Employee Unit Purchase Plan, the Enterprise Products 1998 Long-Term Incentive Plan and the Enterprise Products GP, LLC 1999 Long-Term Incentive Plan, including sales pursuant to “cashless-broker” exercises of options to purchase Common Units in accordance with such plans as consideration for the exercise price and withholding taxes applicable to such exercises, (C) the issuance and sale of Common Units issued pursuant to the Partnership’s DRIP or (D) the filing of a “universal” shelf registration statement on Form S-3, including both debt and equity securities, and any amendments thereto, which registration statement may also include Common Units of selling unitholders; provided, that (1) the Western Gas Enterprise Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i5(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder, (2) such registration statement and amendments if so filed shall contain only a generic and undetermined plan of distribution with respect to such securities during the Lock-Up Period, and (3) any selling unitholders registering Common Units under such registration statement shall agree in writing to be subject to the lock-up provisions set forth in the form of letter attached as Exhibit C hereto. Each person listed on Exhibit A-1Schedule IV, including each executive officer and director of the General Partner, shall furnish to the Underwriters, prior to or on the date of this AgreementFirst Delivery Date, a letter or letters, substantially in the form of Exhibit A C hereto.

Lock-up Period; Lock-up Letters. For a period of 60 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into, or exchangeable for Common Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards options pursuant to option plans existing on the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A-1 and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstandingdate hereof), or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the RepresentativesUBS Securities LLC; provided, however, that the foregoing restrictions do not apply to: (A) the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated by this Agreement or (B) the purchase and sale of Common Units pursuant to the Common Unit Purchase Agreement; provided, that the Western Gas DEP Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i6(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder. Each person listed on Exhibit A-1Schedule V, including each executive officer and director of the General Partner, shall furnish to the Underwriters, prior to or on the date of this Agreement, a letter or letters, substantially in the form of Exhibit A C hereto.

Lock-up Period; Lock-up Letters. For a period of 60 45 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into, or exchangeable for Common Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards options pursuant to option plans existing on the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A-1 and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstandingdate hereof), or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the RepresentativesXxxxxx Xxxxxxx & Co. Incorporated; provided, however, that the foregoing restrictions do not apply to: (A) the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated by this Agreement, (B) the issuance and sale of Common Units, phantom units, restricted units and options by the Partnership to employees and directors of Enterprise Products and its affiliates under the Enterprise Unit Purchase Plan, the Enterprise Products 1998 Long-Term Incentive Plan, as amended, the Enterprise Products 2008 Long-Term Incentive Plan, as amended, and the Enterprise Products GP, LLC 1999 Long-Term Incentive Plan, including sales pursuant to “cashless-broker” exercises of options to purchase Common Units in accordance with such plans as consideration for the exercise price and withholding taxes applicable to such exercises, (C) the issuance and sale of Common Units issued pursuant to the Partnership’s DRIP, or (D) the filing of a “universal” shelf registration statement on Form S-3, including both debt and equity securities, and any amendments thereto, which registration statement may also include Common Units of selling unitholders; provided, that (1) the Western Gas Enterprise Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i5(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder, (2) such registration statement and amendments if so filed shall contain only a generic and undetermined plan of distribution with respect to such securities during the Lock-Up Period, and (3) any selling unitholders registering Common Units under such registration statement shall agree in writing to be subject to the lock-up provisions set forth in the form of letter attached as Exhibit C hereto. Each person listed on Exhibit A-1Schedule IV, including each executive officer and director of the General Partner, shall furnish to the Underwriters, prior to or on the date of this Agreement, a letter or letters, substantially in the form of Exhibit A C hereto.

Lock-up Period; Lock-up Letters. For a period of 60 180 days from the date of the Prospectus (the “Lock-Up Period”)this Prospectus, not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into, or exchangeable for Common UnitsUnits (other than Units issued pursuant to employee benefits plans, qualified unit option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards options pursuant to option plans existing on the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A-1 and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstandingdate hereof), or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks rights of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Lxxxxx Brothers Inc. on behalf of the RepresentativesUnderwriters; provided, however, that the foregoing restrictions do not apply to: (A) the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated hereby, (B) Common Units to be issued by this Agreement; providedthe Partnership to non-employee directors as described in the Prospectus or restricted units, that phantom units and options issued under the Western Gas Parties shall otherwise remain subject Long-Term Incentive Plan of the Partnership, and (C) up to 1,500,000 Common Units to be issued by the Partnership in connection with acquisitions provided that, (1) such issuance is made pursuant to Section 5.7(b) of the Partnership Agreement and (2) the recipients of such Common Units agree in writing to be bound by the foregoing restrictions set forth in of this Section 4(i5(h) with respect to any Common Units by executing a letter or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunderletters substantially in the form of Exhibit D hereto. Each person listed on Exhibit A-1, including of LP Corp. and KRC and each executive officer and director of the General Partner, Partner shall furnish to the UnderwritersRepresentatives, prior to or on the date of this AgreementFirst Delivery Date, a letter or letters, substantially in the form of Exhibit A D hereto, pursuant to which each such person shall agree not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Units (including Directed Units, if any) or securities convertible into or exchangeable for Common Units or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units (including Directed Units, if any), whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of Lxxxxx Brothers Inc. on behalf of the Underwriters.

Lock-up Period; Lock-up Letters. (A) For a period of 60 days from commencing on the date hereof and ending on the 60th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i1) offer for sale, sell, pledge or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into, into or exchangeable for Common UnitsUnits (other than (x) Common Units issued pursuant to employee benefit plans, qualified unit option plans or other employee compensation plans existing on the date hereof, (y) Common Units issued in connection with any acquisition that satisfies the accretion test set forth in Section 5.7(b) of the Partnership Agreement; provided, that in connection with such issuance, the seller(s) agrees in writing to be bound by the provisions of this Section 5(a)(xi) by executing and delivering to the Representatives a letter or letters substantially in the form of Exhibit A hereto, or (z) or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards options pursuant to option plans existing on the Western Gas Partnersdate hereof), LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A-1 and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstanding, or (ii2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units or securities convertible into or exchangeable for Common Units, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of register any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provisionS-8) or (iv4) publicly disclose the intention to do any of the foregoing, in each case case, without the prior written consent of Citigroup Global Markets Inc. on behalf of the RepresentativesUnderwriters; provided, however, that the foregoing restrictions do not apply to: the issuance and sale of Common Units by the Partnership (B) to the Underwriters in connection with the public offering contemplated by this Agreement; provided, that the Western Gas Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i) with respect to any Common Units cause each person or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder. Each person entity listed on Exhibit A-1, including each executive officer of the General Partner, shall Annex 1 to furnish to the UnderwritersRepresentatives, on or prior to or on the date of this Agreementhereof (except as indicated on Annex 1), a letter or letters, substantially in the form of Exhibit A hereto.

Lock-up Period; Lock-up Letters. For a period of 60 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into, or exchangeable for Common Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards pursuant to the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A-1 and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstanding), or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the RepresentativesUBS Securities LLC (“UBS”); provided, however, that the foregoing restrictions do not apply to: the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated by this Agreement; provided, that the Western Gas Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder. Each person listed on Exhibit A-1, including each executive officer of the General Partner, shall furnish to the Underwriters, prior to or on the date of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto.

Lock-up Period; Lock-up Letters. For a period of 60 90 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into, or exchangeable for Common Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards pursuant to the Western Gas Equity Partners, LP 2008 2012 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the PartnershipPlan), provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A-1 and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstanding, or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representatives; provided, however, that the foregoing restrictions do not apply to: the issuance and sale of the Common Units by the Partnership Selling Unitholder to the Underwriters in connection with the public offering contemplated by this Agreement; provided, that the Western Gas Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i5(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder. Each person listed on Exhibit A-1, including each executive officer of the General Partner, shall furnish to the Underwriters, prior to or on the date of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto.

Lock-up Period; Lock-up Letters. (A) For a period of 60 days from commencing on the date hereof and ending on the 45th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i1) offer for sale, sell, pledge or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into, into or exchangeable for Common UnitsUnits (other than (x) Common Units issued pursuant to employee benefit plans, qualified unit option plans or other employee compensation plans existing on the date hereof, (y) Common Units issued in connection with any acquisition; provided, that in connection with such issuance, the seller(s) agrees in writing to be bound by the provisions of this Section 5(a)(xi) by executing and delivering to the Underwriter a letter or letters substantially in the form of Exhibit A hereto, or (z) or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards options pursuant to option plans existing on the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A-1 and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstandingdate hereof), or (ii2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units or securities convertible into or exchangeable for Common Units, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of register any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provisionS-8) or (iv4) publicly disclose the intention to do any of the foregoing, in each case case, without the prior written consent of the RepresentativesBarclays Capital Inc.; provided, however, that the foregoing restrictions do not apply to: the issuance and sale of Common Units by the Partnership (B) to the Underwriters in connection with the public offering contemplated by this Agreement; provided, that the Western Gas Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i) with respect to any Common Units cause each person or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder. Each person entity listed on Exhibit A-1, including each executive officer of the General Partner, shall Annex 1 to furnish to the Underwriters, Underwriter on or prior to or on the date of this Agreementhereof (except as indicated on Annex 1), a letter or letters, substantially in the form of Exhibit A hereto.

Lock-up Period; Lock-up Letters. For a period of 60 45 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into, or exchangeable for Common Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards options pursuant to option plans existing on the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A-1 and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstandingdate hereof), or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the RepresentativesBarclays Capital Inc.; provided, however, that the foregoing restrictions do not apply to: (A) the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated by this Agreement, (B) the issuance and sale of Common Units, phantom units, restricted units and options by the Partnership to employees and directors of EPCO and its affiliates under the EPD Unit Purchase Plan, the Enterprise Products 1998 Long-Term Incentive Plan, as amended, the Enterprise Products 2008 Long-Term Incentive Plan, as amended, and the EPCO, Inc. 2006 TPP Long-Term Incentive Plan, as amended, including sales pursuant to “cashless-broker” exercises of options to purchase Common Units in accordance with such plans as consideration for the exercise price and withholding taxes applicable to such exercises, (C) the issuance and sale of Common Units issued pursuant to the Partnership’s DRIP, or (D) the filing of a “universal” shelf registration statement on Form S-3, including both debt and equity securities, and any amendments thereto, which registration statement may also include Common Units of selling unitholders; provided, that (1) the Western Gas Enterprise Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i5(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder, (2) such registration statement and amendments if so filed shall contain only a generic and undetermined plan of distribution with respect to such securities during the Lock-Up Period, and (3) any selling unitholders registering Common Units under such registration statement shall agree in writing to be subject to the lock-up provisions set forth in the form of letter attached as Exhibit C hereto. Each person listed on Exhibit A-1Schedule IV, including each executive officer and director of the General Partner, shall furnish to the Underwriters, prior to or on the date of this Agreement, a letter or letters, substantially in the form of Exhibit A C hereto.

Lock-up Period; Lock-up Letters. (A) For a period of 60 days from commencing on the date hereof and ending on the 75th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i1) offer for sale, sell, pledge or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into, into or exchangeable for Common UnitsUnits (other than (A) Common Units issued pursuant to employee benefit plans, qualified unit option plans or other employee compensation plans existing on the date hereof, (B) Common Units issued in connection with any acquisition that satisfies the accretion test set forth in Section 5.7(b) of the Partnership Agreement; provided, that in connection with such issuance, the seller(s) agrees in writing to be bound by the provisions of this Section 5(a)(xi) by executing and delivering to the Representative a letter or letters substantially in the form of Exhibit A hereto, or (C) or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards options pursuant to option plans existing on the Western Gas Partnersdate hereof), LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A-1 and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstanding, or (ii2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units or securities convertible into or exchangeable for Common Units, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of register any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provisionS-8) or (iv4) publicly disclose the intention to do any of the foregoing, in each case case, without the prior written consent of the RepresentativesRepresentative on behalf of the Underwriters; provided, however, that the foregoing restrictions do not apply to: the issuance and sale of Common Units by the Partnership (B) to the Underwriters in connection with the public offering contemplated by this Agreement; provided, that the Western Gas Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i) with respect to any Common Units cause each person or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder. Each person entity listed on Exhibit A-1, including each executive officer of the General Partner, shall Annex 1 to furnish to the UnderwritersRepresentative, on or prior to or on the date of this Agreementhereof (except as indicated on Annex 1), a letter or letters, substantially in the form of Exhibit A hereto.

Lock-up Period; Lock-up Letters. For a period of 60 days commencing on the date hereof and ending on the 90th day from the date of the Final Prospectus (the “Lock-Up Period”), not tothe NRP Parties shall not, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units, Subordinated Units or securities convertible into, into or exchangeable for Common UnitsUnits or Subordinated Units (other than Common Units issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units, Subordinated Units or securities convertible into or exchangeable for Common Units or Subordinated Units (other than (A) the grant of awards options or restricted units pursuant to option plans or employee benefit plans existing on the Western Gas Partnersdate hereof), LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A-1 and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstanding, or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units or Subordinated Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units, Subordinated Units or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, statement with respect to the registration of any Common Units or Units, Subordinated Units, securities convertible, exercisable or exchangeable into Common Units (or Subordinated Units or any other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) securities of the Partnership or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of each of the Representatives; provided, howeveron behalf of the Underwriters, except that (a) the NRP Parties may transfer such securities to affiliates of the General Partner or Managing General Partner provided that such affiliates agree in writing to be bound by the foregoing restrictions do not apply to: of this Section 6(f) by executing and delivering to the issuance Representatives a letter or letters substantially in the form of Exhibit A hereto, and sale of (b) the Partnership may issue Common Units by the Partnership to the Underwriters in connection with acquisitions provided that, (A) any such issuance is made pursuant to Section 5.7(b) of the public offering contemplated Partnership Agreement and (B) in connection with such issuance, the recipients of such Common Units agree in writing to be bound by the foregoing restrictions of this Agreement; provided, that the Western Gas Parties shall otherwise remain subject Section 6(f) by executing and delivering to the restrictions Representatives a letter or letters substantially in the form of Exhibit A hereto. Each executive officer and director of the Managing General Partner and each unitholder of the Partnership set forth in this Section 4(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder. Each person listed on Exhibit A-1, including each executive officer of the General Partner, Schedule 4 hereto shall furnish to the Underwriters, prior to or on the date of this AgreementExecution Time, a letter or letters, substantially in the form of Exhibit A heretohereto (the “Lock-Up Agreements”). Notwithstanding the foregoing paragraph, if (i) during the last 17 days of the Lock-Up Period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs or (ii) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless each of the Representatives, on behalf of the Underwriters, waives such extension in writing.

Lock-up Period; Lock-up Letters. For a period of 60 45 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into, or exchangeable for Common Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards options pursuant to option plans existing on the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A-1 and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstandingdate hereof), or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the RepresentativesXxxxxx Xxxxxxx & Co. Incorporated; provided, however, that the foregoing restrictions do not apply to: (A) the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated by this Agreement, (B) the issuance and sale of Common Units, phantom units, restricted units and options by the Partnership to employees and directors of Enterprise Products and its affiliates under the Enterprise Unit Purchase Plan, the Enterprise Products 1998 Long-Term Incentive Plan, as amended, the Enterprise Products 2008 Long-Term Incentive Plan, as amended, the EPCO, Inc. 2006 TPP Long-Term Incentive Plan, as amended, and the Enterprise Products Company 2005 EPE Long-Term Incentive Plan, as amended, including sales pursuant to “cashless-broker” exercises of options to purchase Common Units in accordance with such plans as consideration for the exercise price and withholding taxes applicable to such exercises, (C) the issuance and sale of Common Units issued pursuant to the Partnership’s DRIP, or (D) the filing of a “universal” shelf registration statement on Form S-3, including both debt and equity securities, and any amendments thereto, which registration statement may also include Common Units of selling unitholders; provided, that (1) the Western Gas Enterprise Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i5(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder, (2) such registration statement and amendments if so filed shall contain only a generic and undetermined plan of distribution with respect to such securities during the Lock-Up Period, and (3) any selling unitholders registering Common Units under such registration statement shall agree in writing to be subject to the lock-up provisions set forth in the form of letter attached as Exhibit C hereto. Each person listed on Exhibit A-1Schedule IV, including each executive officer and director of the General Partner, shall furnish to the Underwriters, prior to or on the date of this Agreement, a letter or letters, substantially in the form of Exhibit A C hereto.

Lock-up Period; Lock-up Letters. For a period of 60 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into, or exchangeable for Common Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards pursuant to the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A-1 A and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstanding), or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the RepresentativesXxxxxx Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx”); provided, however, that the foregoing restrictions do not apply to: the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated by this Agreement; provided, that the Western Gas Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder. Each person listed on Exhibit A-1, including each executive officer of the General Partner, shall furnish to the Underwriters, prior to or on the date of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto.

Lock-up Period; Lock-up Letters. For a period of 60 45 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into, or exchangeable for Common Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards options pursuant to option plans existing on the Western Gas Partnersdate hereof), LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A-1 and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstanding, or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendmentsamendments thereto (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision), or a prospectus (other than the filing of a prospectus supplement under the shelf registration statement on Form S-3 (File No. 333-191514) relating to the Partnership’s “at-the-market” offering), with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the RepresentativesBarclays Capital Inc.; provided, however, that the foregoing restrictions do not apply to: (A) the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated by this Agreement, (B) the issuance and sale of Common Units, phantom units, restricted units and options by the Partnership to employees and directors of EPCO and its affiliates under the EPD Unit Purchase Plan, the Enterprise Products 1998 Long-Term Incentive Plan, as amended, the Enterprise Products 2008 Long-Term Incentive Plan, as amended, and the EPCO, Inc. 2006 TPP Long-Term Incentive Plan, as amended, including sales pursuant to “cashless-broker” exercises of options to purchase Common Units and other surrenders of Common Units in accordance with such plans, in each case, as consideration for the exercise price and withholding taxes applicable to exercises and/or vesting of such options or other awards under such plans, (C) the issuance and sale of Common Units issued pursuant to the Partnership’s DRIP, or (D) the filing of a “universal” shelf registration statement on Form S-3, including both debt and equity securities, and any amendments thereto, which registration statement may also include Common Units of selling unitholders; provided, that (1) the Western Gas Enterprise Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i5(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder, (2) such registration statement and amendments if so filed shall contain only a generic and undetermined plan of distribution with respect to such securities during the Lock-Up Period, and (3) any selling unitholders registering Common Units under such registration statement shall agree in writing to be subject to the lock-up provisions set forth in the form of letter attached as Exhibit C hereto. Each person listed on Exhibit A-1Schedule IV, including each executive officer and director of the General PartnerPartner (other than one officer currently on medical leave), shall furnish to the Underwriters, prior to or on the date of this Agreement, a letter or letters, substantially in the form of Exhibit A C hereto.

Lock-up Period; Lock-up Letters. For a period of 60 45 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into, or exchangeable for Common Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards pursuant to the Western Gas Equity Partners, LP 2008 2012 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the PartnershipPlan), provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A-1 and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstanding, or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the RepresentativesRepresentative; provided, however, that the foregoing restrictions do not apply to: (i) the issuance and sale of the Common Units by the Partnership Selling Unitholder to the Underwriters in connection with the public offering contemplated by this AgreementAgreement and (ii) the sale of TEUs in the TEU Offering or the delivery of any Common Units pursuant to the Purchase Contracts; provided, that the Western Gas Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i5(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder. Each person listed on Exhibit A-1, including each executive officer of the General Partner, shall furnish to the Underwriters, prior to or on the date of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto.

Lock-up Period; Lock-up Letters. For a period of 60 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into, or exchangeable for Common Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards options pursuant to option plans 16 existing on the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A-1 and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstandingdate hereof), or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representatives; provided, however, that the foregoing restrictions do not apply to: (A) the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated by this Agreement, (B) the issuance and sale of Common Units, phantom units, restricted units and options by the Partnership to employees and directors of EPCO and its affiliates under the EPCO Employee Unit Purchase Plan, the Enterprise Products 1998 Long-Term Incentive Plan and the Enterprise Products GP, LLC 1999 Long-Term Incentive Plan, including sales pursuant to “cashless-broker” exercises of options to purchase Common Units in accordance with such plans as consideration for the exercise price and withholding taxes applicable to such exercises, (C) the issuance and sale of Common Units issued pursuant to the Partnership’s DRIP or (D) the filing of a “universal” shelf registration statement on Form S-3, including both debt and equity securities, and any amendments thereto, which such registration statement may also include Common Units of selling unitholders; provided, that (1) the Western Gas Enterprise Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i5(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder, (2) such registration statement and amendments if so filed shall contain only a generic and undetermined plan of distribution with respect to such securities during the Lock-Up Period, and (3) any selling unitholders registering Common Units under such registration statement shall agree in writing to be subject to the lock up provisions set forth in the form of letter attached as Exhibit C hereto. Each person listed on Exhibit A-1Schedule IV, including each executive officer and director of the General Partner, shall furnish to the Underwriters, prior to or on the date of this AgreementFirst Delivery Date, a letter or letters, substantially in the form of Exhibit A C hereto.

Lock-up Period; Lock-up Letters. For a period of 60 days from commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i1) offer for sale, sell, pledge sell or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into, into or exchangeable for Common UnitsUnits (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards options pursuant to the Western Gas Partnersoption plans), LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A-1 and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstanding, or (ii2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representatives; providedRepresentatives on behalf of the Underwriters, however, that and to cause the foregoing restrictions do not apply to: the issuance executive officers and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated by this Agreement; provided, that the Western Gas Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder. Each person listed on Exhibit A-1, including each executive officer directors of the General Partner, shall Partner to furnish to the UnderwritersRepresentatives, prior to or on the date of this AgreementInitial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto.hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, the Partnership may issue Common Units or any securities convertible or exchangeable into Common Units, including without limitation to Provident and its affiliates, as payment of any part of the purchase price for businesses that are acquired by the Partnership from Provident and its affiliates or any third party; provided, that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 5(a)(viii) for the remaining term of the Lock-Up Period; notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representatives, on behalf of the Underwriters, waives such extension in writing;

Lock-up Period; Lock-up Letters. For a period of 60 45 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into, or exchangeable for Common Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards options pursuant to option plans existing on the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A-1 and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstandingdate hereof), or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the RepresentativesXxxxxx Xxxxxxx & Co. Incorporated; provided, however, that the foregoing restrictions do not apply to: (A) the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated by this Agreement, (B) the issuance and sale of Common Units, phantom units, restricted units and options by the Partnership to employees and directors of EPCO and its affiliates under the EPCO Employee Unit Purchase Plan, the Enterprise Products 1998 Long-Term Incentive Plan, the Enterprise Products 2008 Long-Term Incentive Plan and the Enterprise Products GP, LLC 1999 Long-Term Incentive Plan, including sales pursuant to “cashless-broker” exercises of options to purchase Common Units in accordance with such plans as consideration for the exercise price and withholding taxes applicable to such exercises, (C) the issuance and sale of Common Units issued pursuant to the Partnership’s DRIP, (D) the issuance of securities upon consummation of the proposed merger of TEPPCO Partners, L.P. (“TEPPCO”) and certain of its affiliates with the Partnership and certain of its affiliates or in connection with or pursuant to any awards or agreements outstanding under any incentive plans, employee unit purchase plans or other agreements of TEPPCO, or (E) the filing of a “universal” shelf registration statement on Form S-3, including both debt and equity securities, and any amendments thereto, which registration statement may also include Common Units of selling unitholders; provided, that (1) the Western Gas Enterprise Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i5(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder, (2) such registration statement and amendments if so filed shall contain only a generic and undetermined plan of distribution with respect to such securities during the Lock-Up Period, and (3) any selling unitholders registering Common Units under such registration statement shall agree in writing to be subject to the lock-up provisions set forth in the form of letter attached as Exhibit C hereto. Each person listed on Exhibit A-1Schedule IV, including each executive officer and director of the General Partner, shall furnish to the Underwriters, prior to or on the date of this Agreement, a letter or letters, substantially in the form of Exhibit A C hereto.

Lock-up Period; Lock-up Letters. For a period of 60 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into, or exchangeable for Common Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards pursuant to the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A-1 A and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstanding), or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the RepresentativesBarclays Capital Inc.; provided, however, that the foregoing restrictions do not apply to: the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated by this Agreement; provided, that the Western Gas Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder. Each person listed on Exhibit A-1, including each executive officer of the General Partner, shall furnish to the Underwriters, prior to or on the date of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto.

Lock-up Period; Lock-up Letters. For a period of 60 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into, or exchangeable for Common Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards pursuant to the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A-1 A and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstanding), or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the RepresentativesCitigroup Global Markets Inc. (“Citi”); provided, however, that the foregoing restrictions do not apply to: the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated by this Agreement; provided, that the Western Gas Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder. Each person listed on Exhibit A-1, including each executive officer of the General Partner, shall furnish to the Underwriters, prior to or on the date of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto.